Vamp it Up!
by Tumbleweed
Summary: Who is the mysterious Count Fetlock? What does he want in Ponyville? And, most importantly, can Twilight Sparkle find out before it's too late for Fluttershy?
1. Chapter 1

Twilight Sparkle loved sunsets.

She smiled to herself as she felt the final rays of the day wash over her face, and a sense of calm flowed through her. Not for the first time, she wondered if it had something to do with her relationship with Princess Celestia. After all, the sunset meant that Princess Celestia was on task...and, perhaps more importantly, she was finally getting the chance to rest, however briefly it might be.

Twilight Sparkle watched the sun sink below the horizon, and let out a breath she didn't realize she'd been holding. All was right in the world. Peaceful. Quiet.

Until someone started knocking.

"Hi Twilight." Fluttershy said as Twilight opened the door.

"Oh! Hi there! I wasn't expecting you-"

"I'm sorry. I, um, meant to come by earlier, but if the library's closing, I can come back tomorrow-"

"Oh no," Twilight said, opening the door wide, "It's no trouble at all!"

"Oh, thank you Twilight!" Fluttershy trotted through the door, and gave a tired flutter of her wings. "It's just that I've been so busy with Springtime Stuff-"

"Springtime Stuff, what's that?"

"It takes place right after the Winter Wrap up." Fluttershy smiled sweetly. "It's not as big of a deal, but it's still pretty important. That's when all the little animals of the forest that love each other very much get together and start families. It's very important, you know. But this year it's been really hard! Angel's a sweetheart, you know, but this year he's been a lot of trouble-"

"Really?" Twilight said, "you can't get him to, uh...start a family?"

"No, that's not it." Fluttershy's ears drooped, and her cheeks flushed just a little. "I just can't get him to _stop_."

"Stop what?" Twilight said- but the answer hit her as soon as the words were out of her mouth. "Oooooh. Er. I'm not sure if I have any books on that..."

"Um. That's not what I came here for, Twilight." Fluttershy pawed at the floor. "Angel'll be okay- I just need to keep a bucket of cold water handy, is all. I...I just wanted to stop by, maybe pick up something to read to, y'know, relax. Maybe. If that's okay."

"It's more than okay!" Twilight clapped her hooves, "It's perfect! You wouldn't believe how long I've been waiting for this! I mean, sure, Applejack keeps stopping by looking for farmer's almanacs, and Rarity goes through fashion magazines like, uh, something that goes through a lot of fashion magazines- but I can't help but get excited whenever anypony starts asking me for _recommendations_."

"Oh! I didn't know you'd get so excited." Fluttershy took a step back. Before she could take another, Twilight had deposited a half dozen books in front of her, and was on her way to levitate over several more.

"Excited? Maybe a little bit. But still! It's going to be so great to have someone I can talk to who's read the same books as I have! Well, uh, some of them. I don't think I've ever met anyone who's read as many books as I have. Except Princess Celestia, but she's been alive for a thousand years, so that doesn't really count. Anyway, where do you want to start?" as Twilight's voice gained momentum, Fluttershy's shrank down smaller and smaller. "Carl Neighgan's _Cosmos_ is a good primer in astrophysics- though Princess Celestia once told me he just wrote it because he had a crush on Princess Luna. I wish someone would write an astrophysics book because they had a crush on me." Twilight Sparkle gave a wistful sigh, and briefly glanced out the window.

"Um." Fluttershy said. She bit at her lip for a moment, and peered over the still-growing stack of books in front of her. "If it's okay with you, Twilight, I thought I might, uh...look for something on my own."

"Of course!" Twilight said, bright eyed, "I should have known- the joy of discovery is a vital part of the reading experience! Oh, I'd spend hours just walking through the stacks of the Canterlot archives." Twilight smiled at the memory and remembered that comforting smell of old books. "You never know what you'll find! Well, unless you memorize the entire catalog system, like I did. But even then there's the chance one of the librarians mis-shelved something. Would it help if I mis-shelved something for you?"

"If you want to?" Fluttershy said. "I, um. I just wanted to look around a little bit-"

"Right, right. Of course." Twilight said. "I'll just let you browse. Let me know if you need anything!" and, happily, Twilight trotted over to her reading stand. On a whim, she plunked down a Carl Neighgan book and began to read about the most complicated workings of the universe.

Twilight made it a little ways past the first diagram of Luna's orbit before she looked up from her book. "Finding everything alright, Fluttershy?"

"Oh, I think so." Fluttershy said, very quietly.

"...are you sure?" Twilight said.

"Definitely. I think."

"Okay." a pause. "But if you need anything, don't hesitate-"

"I won't. Thanks."

"You're welcome."

The two ponies stood staring at each other in polite awkwardness. Thankfully, there came a knock from the door. Twilight blinked, confused. "That's weird. I don't get many visitors to the library after the sun's gone down..." Twilight opened the door- and gave a gasp.

A pony stood in the doorway- though his large size made the word 'pony' seem insufficient. He held himself with an air of cultivated regality- the sort of poise Twilight had seen from Princess Celestia, and very few others. His coat was a pale gray, while his thick mane and thicker moustache were of a jet black. He wore a scarlet-lined cape, held shut with an archaic-looking brooch.

"May I come in?" the big pony said, bowing his head just a fraction.

"Uh, sure?" Twilight said, and stepped out of the way.

"Thank you." he said, and walked into the library. He had to duck beneath the doorjamb, but somehow he made it look good. "You are Twilight Sparkle, yes?"

"Uh, yeah, that's me. And you are...?"

"Ah! Where are my manners." the big pony took one of Twilight's front hooves in his and ducked his head down for a gallant kiss upon her wrist. "I am Count Fetlock."

"A Count?" Twilight's cheeks flushed. "What are you doing all the way out here in Ponyville?"

"I like to travel. As it happens, I shall be staying in Ponyville for the next few days- while I'm here, I believe I'd like to avail myself of the town's famous library."

"My library's famous?" Twilight said. Her cheeks felt a little warmer.

"To tell the truth? No. But Ponyville's librarian is." Count Fetlock's lips turned up in a knowing smile. "Why, everypony who's anypony has heard of the great Twilight Sparkle, Princess Celestia's favorite student."

"Oh, I'm not great at all." Twilight scratched at the back of her neck, uncomfortable at the praise.

"Mmm. Well, it's interesting how such monikers stick, no?" Count Fetlock smiled, "I do hope I'm not interrupting anything." Very slowly, the count turned to look over at Fluttershy. The yellow pegasus managed a weak little smile in return. "And who, might I ask, is your lovely friend?"

"Oh!" Twilight said, "This is Fluttershy. Say hi, Fluttershy."

"Hi." Fluttershy squeaked, and ducked back behind the book she'd been reading.

"What's this?" Count Fetlock said, and trotted over towards Fluttershy, he tilted his head, and peered at the tome she held in her front hooves. "Why, it's Van Horseling's _Noctus Equus_. The very book I've been looking to find! May I?"

Fluttershy murmured a faint affirmative. Count Fetlock smiled, and proceeded to tuck the tome beneath his cape. "Really, my dear, I'm not sure if such reading is the best for a lady of your...delicate dispositions, yes?" The Count placed one of his hooves upon Fluttershy's. "Honestly, the only reason I'm interested in such a gruesome book is for purely academic reasons." Count Fetlock paused, and looked over his shoulder at Twilight. "Ah, you won't mind if I borrow the book for a bit, do you? Under other circumstances, I'd just read it here...but it's late, and I'd hate to impose-"

"Oh no, you wouldn't impose at all!" Twilight said, if a little hastily, "I mean, it's late, and you've been travelling- maybe I could get you something to drink?" Twilight trotted over towards the liquor cabinet (which made Fluttershy wince in memory of a recent Tuesday).

"I do not drink...wine." Count Fetlock said, smiling, "But I appreciate your hospitality nonetheless. In any case, I think I shall bid my farewell for the night. Don't worry, Miss Sparkle- your book is in good hooves. I'll return to your library sooner than you think." Count Fetlock bowed low, "Good night, ladies." he said, and trotted out into the rapidly darkening night.

"Well, he seemed nice." Twilight Sparkle said.

"Uh, that's one way to put it." Fluttershy murmured.

"Oh! You're not mad that he took the book you were looking at, are you?"

"Of course not! I was just, um, browsing. You know how it goes. I'll find something else, I'm sure."

"Ah, well, take your time, Fluttershy." Twilight turned back to her Carl Neighgan. "You can even spend the night, if you like. No sense in walking home in the dark, right?"

"You don't mind?"

"Not at all!"

"Thanks, Twilight. You're the best."

* * *

><p>Later...<p>

Ponyville didn't have much of a night life. Admittedly, there were some ponies who would keep odd hours, and the occasional bacchanal that lasted well until the next morning (usually whenever Pinkie Pie was around). But these were exceptions to the rule, as most anypony with any sense (or at least the sense to not hang around Pinkie Pie on a weeknight) tended to blow out the candles and shut the doors not too long after it got dark.

Of course, Count Fetlock wasn't from Ponyville.

He crept through Ponyville's dark, empty streets with practiced ease. His cape and mane both flowed behind him, melding eerily with the deep shadows he favored. Finally, the mustached pony trotted towards the Book and Branch Library for the second time that evening.

Count Fetlock circled the hollowed out tree three times- just to be certain. Once he confirmed there were no witnesses around (or awake), he allowed himself the luxury of a smile.

Count Fetlock's wings slipped through cunningly tailored holes in his cape and took to the air. Deathly silent, he glided down to a certain window on the library and pressed his hooves to the sill. Sure enough, the window was unlocked, and Count Fetlock was able to slide it upwards. Dextrous as a gymnastic snake, the Count slid through the now open window- and into the mare's bedchamber. Sure enough, there was somepony huddled beneath the blankets- a tempting little morsel if there ever was one. Count Fetlock forced himself to take it slow, and very carefully pulled the covers back- revealing a pink-maned pegasus. One who happened to be looking at him quite intently, now that he'd pulled the covers off of her.

"You are not Twilight Sparkle." he said, and tilted his head in surprise.

"Um. I hope that's okay?"

"It...wasn't what I was planning on, I admit. My apologies."

"Um. Mister Count? I, uh, I just wanted to tell you something."

"And that is?"

"I know what you are."

For the second time that evening, Count Fetlock found himself surprised. "Oh?"

"Um, at least...I _think_ I know. I mean, it's dark, and you're sneaking around, and you didn't have anything to drink, and you didn't come in until Twilight invited you. It was all in that book I was reading before you-"

"Ah." And Count Fetlock smiled- very slowly, he loomed over Fluttershy, placing a hoof to her lips. "I suppose you didn't get very far in your reading, as I don't see any stakes or garlic..."

"Um. I didn't _want_ to put up any stakes or garlic."

"Oh?"

"Mmmhmm. Because I know, deep down at heart, you're just a troubled and tormented soul who is looking for the love of a good filly to redeem you and bring you back into the light. And then, y'know, when you meet that filly, you and she can do, uh...stuff." Even in the dim moonlight, Count Fetlock could see Fluttershy blush.

"I do not recall that being in the _Noctus Equus_."

"I, um, I've been reading some...similar books. Ever heard of Laurel K. Haflinger?"

"I can't say that I have. Though now...I think I may owe that particular author a debt." Count Fetlock smiled and ran his tongue over teeth far pointier than any herbivore should have had. "Especially if it gets a filly lovely as you in the mood for...stuff."

"Oh my." Fluttershy shivered.

"Ah, now that's more like it."


	2. Chapter 2

"Morning Fluttershy!" Twilight Sparkle said, and poked her head into the guest room. "I'm kind of surprised you're still in bed- don't you usually wake up early to take care of your rabbits and chickens and stuff?"

"Oh." said the vaguely pony-shaped lump beneath the covers of Twilight's guest bed. "I, um, didn't get much sleep last night."

"Really? Oh, I'm sorry- was it the bed? Was it too hard? Too soft? You should've told me something- heck, you could've even slept in _my _bed. Er, not with me, of course- we'd just switch, and-"

Bleary eyed, Fluttershy poked her head out from beneath the blankets and rubbed at the side of her neck. "It's not your fault, Twilight. I think I just came down with something. I'm just not feeling very good right now." Fluttershy squinted at the open window, then ducked her head beneath the sheets again.

"Oh!' Twilight Sparkle said, "I'm sorry! Shoot, I must have left this window open- no wonder you're not feeling good, you must've gotten too cold last night." Twilight trotted over to the window, closed it, and drew the curtains in as well. "Anything else I can do for you?"

"Mmmgh. Uh. If it wouldn't be too much trouble, could I just...stay here for a little bit?"

"Of course! It's my fault you're sick in the first place- it's the least I can do, right?" Twilight patted the Flutterlump. "You just stay here, and don't worry about a thing. Oh! I'll even make sure that all your little animal friends are okay."

"You don't mind?" Fluttershy ventured so far as to stick her nose out from beneath the covers.

"You know I don't."

"Oh, okay."

"Anything else I can get you?"

"Oh no, I'm not that hungry. I, uh...I dunno if I'd be able to keep it down right now anyway."

"Right, I'll get a bucket."

"Hey Twilight! Whatcha doing with that bucket?" Spike said as he walked in through the door.

"Spike! You're home early."

"Yeah, well, my friend Scorpan gave me a ride back from Canterlot." Spike grinned. "Sure beats walking, right?"

"You know, one of these days I'm gonna have to meet this Scorpan guy."

"Hey, it's not my fault you keep missing him!" Spike grinned. "So, wha'd I miss?"

"Oh, Fluttershy's in the guest room- she's feeling a little sick, so she's gonna stay here for a little bit."

"Sick?" Spike said, "Is this like that one Wednesday when you didn't get out of bed 'til like three in the afternoon?"

"Uh, sort of." Twilight said. "Could you do me a favor and keep an eye on Fluttershy? I'm going to head over to her cottage and look after her animals, and on my way back I'll talk to Nurse Redheart and see if she'll make housecalls."

"You can count on me, Twilight!" Spike snapped off a quick (if sloppy) salute.

"I'm not the one counting on you- Fluttershy is."

"Well, she can, too!"

"Good to hear it." Twilight patted Spike on the head and then trotted out her door- only to find herself face to face with a certain multicolored pegasus.

"Hey there, Twilight! You seen Fluttershy? I swooped by her place earlier, but nopony's home."

"Er, yeah?" Twilight said, glancing over her shoulder. "She's actually sleeping right now-"

"Sleeping? Fluttershy never sleeps in!"

"Well, she is today- she's not feeling so good."

"Really? Huh. Go figure-" Rainbow Dash scratched at her head, "wait, yesterday wasn't Tuesday, was it?"

"Why does everypony keep asking that?" Twilight muttered.

"I'm just saying! That's the last time Fluttershy spent the night at your place, isn't it?" Rainbow Dash grinned, "You decide to turn the tables, and get _her_ all liquored up?"

"No!"

"Aw. Well, you should've."

"Then she'd be sick _and_ hungover." Twilight said.

"Fluttershy's sick?"

"That's what I've been trying to tell you." Twilight said, voice flat.

"Aw jeez, that's terrible. Any idea what's wrong with her?" Rainbow Dash paused, and looked curiously through the open door of the library. "It's not...contagious, is it?"

"I don't think so. Fluttershy was fine last night- I think it might've just been something she ate."

"Man, that sucks." Rainbow Dash said, "Anything I can do to help?"

"Actually...yes!"

* * *

><p>LATER<p>

"Okay, that could've gone better." Twilight said to Rainbow Dash as they made their way back to her library. It was dark. Twilight was limping.

"Stupid rabbit!" Rainbow Dash snarled, "...I still think we shoulda stayed. I _almost_ caught him!"

"You almost set Fluttershy's house on fire."

"THAT WOULD HAVE WORKED!"

"...maybe." Twilight Sparkle humored the pegasus, "but right now, all I want to do is take a relaxing bath and pretend I never met that little rabbit."

"You n' me both! I just hope Fluttershy had a better day than we did."

"Well, only one way to find out." Twilight said. She opened the door to the library- only to stop right in her tracks as she saw the little scene before her.

On the one hand, Twilight Sparkle should have been relieved to see Fluttershy up and on her hooves once more. In fact, the yellow pegasus looked somehow stronger and sleeker than she normally did.

The yellow pegasus in question also had her jaws clamped around Spike's neck. The little dragon hung limp in her jaws, eyes glassy.

"Um." Fluttershy said through a mouthful of dragonscale "This isn't as bad as it looks?"

"Fluttershy?" Rainbow Dash said once she managed to get her lower jaw working again.

"Spike!" Twilight Sparkle cried out. Her horn began to glow in preparation for...something, even if she wasn't sure what.

"I'm sorry!" Fluttershy squeaked "I'm so, so sorry. I was just, _so_ hungry, and...I...uh...that happened. I didn't mean to!" Fluttershy broke into tears and flew away. Which wouldn't have been quite as out of the ordinary if Fluttershy hadn't left through the window, at a speed typically reserved for aspiring wonderbolts or the occasional meteor.

"Wait!" Rainbow Dash said. She streaked off after Fluttershy, leaving a small puff of dust and loose papers in her wake. Twilight Sparkle looked helplessly after the fliers, and rushed over to the limp baby dragon on the floor.

"Spike!" she said again, rolling him over to his side. "What happened? Are you alright? Talk to me!"

"Whuh?" Spike blinked. He stared up at the lavender unicorn...and began to blush. "Oh. Uh. Hi."

"What happened, Spike?"

"Nothing!" the little dragon said, entirely too quickly.

"That didn't look like nothing."

Spike rubbed at his neck, "...how much did you see?"

"Enough?"

"I don't know what happened!" Spike said, his blush growing deeper. "I was keeping an eye on Fluttershy, just like you said...and as soon as the sun went down, she went crazy! She had been sleeping all day, but then all of a sudden she couldn't take her hooves off of me."

"That doesn't make any sense, Spike."

"I know! I didn't even have a moustache!"

Twilight frowned. "That's not what I-"

"And I _tried_ to tell Fluttershy that there was only one filly for me, but she wouldn't listen, and before I knew it she started to...uh." Spike rubbed at his neck again. "I'm just lucky my scales are so thick, or else she would've given me a really mean hickey." Spike leaned his head up a bit. "...just to play on the safe side, could I borrow that stripey scarf of yours for a bit?"

"So you're alright?" Twilight Sparkle said, relieved, "When I saw you dangling there, I thought you'd been hurt!" She paused, and then squinted suspiciously at Spike. "Why _were_ you dangling there?"

"Hey, I tried to stop her, honest! But you try keeping a straight face after a cute filly's been nibbling on your neck..." Spike trailed off and blushed again.

"Alright, now I know what to do." Twilight Sparkle said, and cast a quick spell. The tub and water were easy enough to summon, but she had to concentrate in order to get the temperature to just above freezing before she tossed Spike in. "That's one problem solved...now," Twilight rushed to her balcony. She scanned the skies for Rainbow Dash's polychromatic contrail...only to find the blue pegasus flapping down towards her. Rainbow Dash's face showed, once again, an expression of absolute shock.

"What happened, Rainbow Dash? Where's Fluttershy?"

"I...I don't know!" Dash buried her face in her hooves. "She was..._faster_ than me. NOBODY'S faster than me! Especially not Fluttershy! But...she just did this twisty turny thing, and she dove into a forest- and then she was just...gone!"

"Fluttershy." Twilight Sparkle said. "Gone."

"Poof! Like that! Not even a feather in sight! Must be like, some kind of bizarro Fluttershy!"

"I don't think it was." Twilight Sparkle said. "I mean, she didn't even have a goatee."

"Then what the heck is going on!"  
>"I don't know!" Twilight said. She looked out in the direction of the Everfree forest, and pulled in a steadying breath. "But I think I know someone who can help."<p> 


	3. Chapter 3

"Ah, there you are, my darling flower." Count Fetlock's smooth baritone came from the shadows at the foot of her oak.

Fluttershy sniffled, and peered out from her makeshift nest. The branches of the oak would have made an excellent hiding place if her sobbing wasn't shaking leaves loose. "What...what did you do?" Instinctively, she began to rub at the side of her neck. "This...this isn't how it was in the books!"

"Mmm. Yes. I'm afraid those novels you no doubt devour take certain...liberties. Not to mention none of them are written from a first person perspective. Though now that I think of it, that might be an amusing diversion..."

"I bit my friend!"

"Ah, yes. That tends to happen, especially at first." The Count shrugged. "If it's any consolation, your friend most likely enjoyed being bitten. You did, after all." he smiled, remembering Fluttershy's vitae upon his tongue (her blood tasted vaguely like dandelion wine, for the record).

"Um." Fluttershy said. "I guess it was kind of nice...but...not anymore!" she squinted her eyes shut, and sniffled again. "I'm...I'm just so _hungry_."

"That, my little darling, is the price we pay." Fetlock smiled. "But it's entirely worth it." He flapped his wings a few times, rising to look Fluttershy in the eyes. "Please, stop crying." he put one of his hooves beneath Fluttershy's chin and tilted it upwards. The yellow peagasus' sobs quieted down into faint whimpers. "I've only known you for a short time...but I am an excellent judge of character. I've met many fillies like you before...crying. Cowering. Hiding. But that...that was the old Fluttershy. But now...you're already faster. Stronger. More beautiful than you were before..."

"But-"

"Quiet, dear. There's a whole new world available to just need time to learn...and someone to teach you. That is...if you'll allow me?"

"Um. Okay?"

"I was hoping you'd say that." Count Fetlock held one of his hooves out, and a tiny brown thing fluttered to it, as if called. "Tell me, my little blossom- how familiar are you with the common brown bat?"

* * *

><p>It didn't take long to find Zecora's hut- Twilight Sparkle knew the way, and the night's events had given her and Rainbow Dash both ample incentive to get there as fast as their hooves (or wings, in Dash's case) could carry them.<p>

Unsurprisingly, Rainbow Dash made it there first- at which point she immediately began pounding on Zecora's door. "HEY! STRIPEY! WAKE UP! WAKE UP!"

"Why do you knock on my door with such power?" Zecora stuck her head out the window, rubbing sleep out of her eyes, "Who calls on me at such a late hour?"

"I'm sorry," Twilight Sparkle said, "We wouldn't have come if it wasn't an emergency?"

"An emergency? Why didn't you say so? / I will do whatever I can, as you know." Zecora ducked in from her window and opened the door to let Twilight and Rainbow Dash in.

"Okay, let's not waste any time-" The unicorn said before the door had even closed behind her. "Our friend Fluttershy's been acting really strange-"

"Like, biting strange!" Rainbow Dash cut in.

"...yeah, like that. Which is really weird considering that she could barely get out of bed earlier today." Twilight scratched at her head.

Zecora considered this for a few moments, and scratched at her chin. Finally, she spoke. "Listen well, for I'm no phony. / I fear your friend may be a dhampony."

"HEY!" Rainbow Dash snarled, "That's my friend you're talking about! You watch your damn mouth!"

"Swearing is not what I said. / I just told you your friend is undead."

"Of course she's not dead. She's _alive_." Rainbow Dash said- very slowly, as if explaining herself to a tourist. "I mean, no dead pony can move as fast as she did!"

"Wait, undead?" Twilight Sparkle tilted her head to the side. "Like, zombies and liches and stuff?"

Zecora nodded, not bothering to waste a rhyme on a simple affirmative.

"But I thought they were just legends!"

"If anyone knows if the myths are true, / I would imagine it would be you."

"Okay, so there _is _usually a grain of truth behind a lot of the old stories..." Twilight Sparkle said, "I just wish I had more time to do the research- shoot! I bet Van Horseling's _Noctus Equus_ would come in handy right now. If only Count Fetlock hadn't borrowed it!"

Zecora's jaw dropped. "Forgive me for my state of shock. / But did you just say Count Fetlock?"

"Uh, yeah?"

"If Count Fetlock bit your friend, / Then surely she has met her end!"

"Are you saying that Count Fetlock is some kind of...vampony?"

Zecora looked grim. Well, grimmer than usual. "Once Fluttershy has a taste of blood, / She will be a dhampony for good!"

"Hey! That didn't rhyme. Laaaaaame." Rainbow Dash said.

"Before you call my verses lame, / Remember the words are spelled the same."

"She's got a point." Twilight said. "But...is there any way to stop a vampony?"

"Garlic is one thing you should take. / Or perhaps a pointed stake."

"Steak?" Rainbow Dash said. "But Fluttershy's vegetarian! Oh, wait, now I get it! We wave a piece of bloody meat at her, and she gets so scared and grossed out that she, uh...I dunno. Barfs or something?" She scratched at her head.

Zecora facehooved.

"I think she meant one of these." Twilight Sparkle levitated a stout, pointed length of wood off of one of Zecora's shelves. "...why do you have this, anyway?"

"I don't believe in being scared. / Instead, I like to be prepared."

"Whoa, what're we supposed to do with _that?_" Rainbow Dash said. "It's just a pointy stick!"

"I do believe the first part, / Is to stick the stake through their heart."

"I'm not doing that to Fluttershy!" Rainbow Dash looked horrified.

"Calm down, Rainbow Dash! Nobody's sticking anything into anyone! We don't even know what's going on here...the first thing we need to do is find Fluttershy."

"At least we don't have to wonder where. / Seems your friend is over there."

"Um. Hi guys." Fluttershy said, tapping upon the window. "I was just wondering if it might be okay if, uh, maybe I could come in? You know. To talk."

"Fluttershy!" Rainbow Dash, well, dashed to the window, "It's so good to see you! Of course, you can- MMPH!" Zecora punced upon Rainbow Dash before she could finish.

"Wait now, don't get excited! / She can't come in unless invited!"

"Really?" Twilight Sparkle said.

"Um. I think so, yeah." Fluttershy tapped at the window, as if there were a pane of glass there. "So I'm just stuck out here, I guess. Unless you'd like to invite me in? Please?"

"Fluttershy...what's happened to you?" Twilight Sparkle's voice cracked.

"I'm, um...I'm not entirely sure yet. I mean, I just have the teensy-weensiest urge to give you juuuust a little bit of a nibble, because I'm sooooo hungry...but other than that, it's not so bad! I can hear and see everything a lot better now, for some reason. And there's all the nocturnal animals! There's owls, and racoons, and wolves, and bats, and more! Oh, listen to them!" Fluttershy smiled (which would've been adorable were it not for the elongated fangs she was now sporting). "The children of the night! What music they make!"

"At least she still _sounds_ like Fluttershy." Rainbow Dash pushed Zecora off of her.

"Fluttershy," Twilight Sparkle said, "Just stay there...and, uh, we'll stay in here, okay? We can help you! I'm sure there's a way we can help- we just need to find the right spell, or the right potion, or the right ritual...and if there's anypony who can find it, it's gonna be _me_."

"Oh no," Fluttershy shrank back, just peeking over the edge of the windowsill, "you don't have to do all that for me. I mean, Count Fetlock keeps saying it gets better after the first few decades."

"I dunno who this Count Fetlock guy is," Rainbow Dash said, "but I don't like him already! I mean, he just sounds kinda skeevy to me. If I ever meet the guy, I'll just knock some sense into him, and he'll de-fangify you, and then we're all good!"

"Even if that were possible," said a familliar, smooth baritone, "I'd like to see you try to...knock some sense into me. Could be entertaining." Count Fetlock trotted out of the shadows.

"See!" Rainbow Dash pointed, "Look at that mustache! Totally skeevy!"

"I like mustaches." Fluttershy squeaked. "They tickle."

"Wait, what?" Twilight said.

"Ah, let's not share the sordid details, dear." Count Fetlock patted Fluttershy on the shoulders. "I'm sure your friends have enough to take in as is."

"Psh! The only thing I have to take is you!" Rainbow Dash said, "As, in, uh, taking you _out! _In the face!" before Zecora could spring again, Rainbow Dash streaked out the window. She spiraled around Count Fetlock, relying on her multicolored wake to confuse the Vampony. Rainbow Dash swung up into a climb- only to twist around into a dive. Dash thrust one hoof ahead of her, lining it up to smash into Fetlock's jaw at the angle that'd be the most painful and satisfying.

But before Rainbow Dash could land her blow, Count Fetlock ducked down- impossibly fast, leaving only his cape fluttering behind him. As the pegasus zoomed past, he neatly caught her tail, and with a flick of his neck, sent Rainbow Dash careening into a sturdy oak.

"Ah, good." Fetlock said, fluttering his wings, "I like to get the physical confrontations out of the way first, to prove how futile they are."

"Rainbow Dash!" Fluttershy squeaked.

"Oh, she's fine." Fetlock said, and patronizingly stroked at Fluttershy's pink mane. "I know she's your friend, so I played nice. She's mildly concussed, at worst. Something tells me she's used to it."

"Hey!" Fluttershy glared, "That wasn't very nice!"  
>"I'm an unnatural predator kept alive through the darkest of the dark magics." Count Fetlock made the statement a boast. "I'm not <em>supposed<em> to be nice."

"But-"

"Can we have this argument later? I knew it'd be coming, but not so early. I've got to attend to your friends, first."

"You stay away from my-"

"One moment." Count Fetlock said, and turned his shoulder, bringing his wing up to deflect a bolt of concentrated magical energy. The glowing beam ricochet off his feathers and splintered the branches of a nearby ash. Despite the dismissive flick of his feathers, even the glancing blow was enough to make Count Fetlock stagger, if a bit. "Ah," he said, "that was impressive."

"I've got more where that came from." Twilght Sparkle said. She panted from the effort of the spell. Steam rose from the tip of her horn, and residual magical energy crackled around her.

"Mmm. I'm sure you do." Count Fetlock said, "After all, you _are_ Princess Celestia's favorite student, no? Good thing I took...precautions." and with that, he grabbed Fluttershy around the neck and pulled her very, very close. "So, by all means...hit me with the best you've got. Prismatic Spray? The Death of Obsidian Butterflies? Luminaire? I'm sure you've got all _sorts_ of nasty tricks...but are you precise enough with your spells? I imagine you'd hate to accidentally immolate your friend."

"Eep." Fluttershy said. Quietly.

"Let her go!" Twilight said.

"Oh, I shall...eventually." Count Fetlock smiled a fangy smile. "But first, I'll ask you to be so kind as to oblige me with a few...requests. To start, you can dispel whatever hex you're no doubt preparing."

"Fine." Twilight Sparkle said, and her horn stopped glinting with otherworldly energy.

"Ah, good, good. Now..." Fetlock ran his tongue over his fangs in anticipation, "Just walk over here...slowly, and turn your neck juuuuust so?" Twilight narrowed her eyes, but complied. Count Fetlock sucked in a quick breath, equal parts hunger and lust. "How positively...tempting. Wouldn't you say so, my little moon-blossom?" Unable to help himself, Fetlock licked Fluttershy's cheek.

Fluttershy frowned, "Hey! You're not going to-"

"Hush, darling. I'm going to share, of course. But you must promise not to kill her. I'm going to need the unicorn for my plan."

"Plan?" Fluttershy squeaked.

"Oh, yes! I've been trying to get a hoof in the door at Canterlot for centuries now...only it's proved damnably inconvenient, what, with a sun goddess running the place. But if once I sink my fangs into Twilight Sparkle...the rest just falls into place. If the teacher's anything like the student...well, just look at how easy it was to get your friend to surrender once I sunk my fangs into _you_."

"So...that's what it was?" Fluttershy said. She narrowed her eyes, then shoved her way free of Fetlock's grasp. "You were just _using_ me?"

"Well, yes." The gray vampony blinked, and cradled his hoof.

Fluttershy wheeled around. "And _that's_ why you bit me?" The corner of her eye began to twitch.

"Fluttershy!" Twilight Sparkle said, stepping forward. "Quick, get clear, and I can-"

_"STAY OUT OF THIS." _Fluttershy hissed.

"If it's any consolation, I didn't bite you _just_ to get at your friend." Count Fetlock said, "For one, you had been reading the _Noctis Equus- _the only remaining copy I'm aware of, I might add. I couldn't have somepony running around with that kind of knowledge, hm? That, and I was hungry. You were delicious, dear."

"How _dare_ you!" Fluttershy prodded Count Fetlock in the chest, hard enough to make him flinch. The emotional dam that usually held Fluttershy back began break- the proverbial cracks came all the faster with the added lusts of the hungry dead behind it. "I don't mind if you bite _me_, but I'm not going to let you bite my _friends!_" She jabbed Fetlock again, and again, forcing him to retreat backwards.

"But I-"

"You never wanted the love of a good filly at all, did you!"

"Not particularly-"

"Ugh. BOYS." Fluttershy said. "You're all alike! Just thinking with your fangs, or something else that isn't your brain. If you ever, _ever_ try to hurt any of my friends, or try to conquer Equestria, or do any of that other mean stuff, I will personally make you wish you'd never been born! Or died! Or however your stupid vampony stuff works! DO YOU UNDERSTAND ME!"

Count Fetlock, for all his centuries of undeath, had never faced anything quite like a dark-magic-empowered Stare, and so he shrunk back, stammering and stalling. "Well, ah...my flower, I hadn't considered this, but, um, you see, I- HURK!"

Count Fetlock's stalling could only work up to a certain point. That point just happened to be the jagged end of an ash branch. Twilight's earlier magical bolt had sent it tumbling to the ground, where it rested at just the right angle for a pony to backpedal over it...and drive the impromptu stake right into his heart. Coincidence, yes, but a happy one.

"Oh." Count Fetlock looked down at himself. "Damn." and with that, he burst into dust. Pomf.

"WHOA!" Rainbow Dash poked her head out of the oak she'd crashed into. "Did Fluttershy just explode that guy? AWESOME!"

"Okay, I...wasn't expecting that." Twilight Sparkle hesitantly stepped forward.

"Sometimes the cause of a riot, / is the one who is the most quiet."

"Are you okay, Fluttershy?" Rainbow Dash dropped out of the tree and flew over to Fluttershy's side.

"I don't know." Fluttershy said. She blinked a few times and stared at the pile of dust that used to be Count Fetlock. "I...I just got so angry...but now..." she shivered...and then ran her tongue over her elongated fangs, which wobbled a bit before they dropped out of her mouth. "Hey, I don't want to bite Rainbow Dash anymore!" Fluttershy squeaked.

"You did before?" Rainbow Dash blinked.

"Of course!" Twilight Sparkle said, trotting forward. "Fluttershy wasn't completely turned yet...so when Count Fetlock, er, exploded, it broke his hold on Fluttershy. I think. I'll have to do some research to be entirely certain..."

"I think it might be best, / if we ran a little test." Zecora leaned in- and then thrust a bulb of garlic into Fluttershy's mouth. The yellow pegasus blinked, tensing up.

"Oh, I get it!" Rainbow Dash said, "We give her really bad breath so anybody she tries to bite will be totally grossed out!"

"That's not how it works, Rainbow Dash." Twilight Sparkle said. "...I think." she turned towards Zecora.

The Zebra just shrugged. "According to my study and learning, / If she were a dhampony, there'd be more burning."

"Yay!" Rainbow Dash pulled Fluttershy into a happy hug. "Everything's back to normal!"

"Do I have to keep the garlic in my mouth?" Fluttershy said, somewhat muffled.

"Er, no." Twilight Sparkle said.

"Oh, thanks." Fluttershy said. "And thank you guys for helping me so much! I...I really don't think I'd like to be a vampony, now that I've seen what Count Fetlock was really like."

"Really, we should be thanking _you, _Fluttershy." Twilight said, and joined in the hug. "_You_ were the one who beat him, remember!"

"Oh...I guess I did, didn't I?"

"C'mon, let's go back to Ponyville. You guys can stay at my place 'til morning." Twilight Sparkle grinned, and waved goodbye to Zecora as they began to make their way home. "Remind me to write a friendship report for Princess Celestia. Something about standing up for yourself, or maybe how you shouldn't romanticize nasty stuff based on your casual reading..."

"Don't forget to put in the part where Fluttershy made the dude explode!"

"And that."

"Oh, and Twilight?" Fluttershy said, "I, um...I have a quiiiick question."

"Yeah?"

"Do you have any books on marewolves?"


End file.
